Calyx Bio-Ventures Inc.

TSX VENTURE : CYX


Calyx Bio-Ventures Inc.

December 14, 2012 08:00 ET

Calyx Announces Closing of Second and Final Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 14, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Calyx Bio-Ventures Inc. ("Calyx" or the "Company") (TSX VENTURE:CYX) announces that, effective December 13, 2012, it closed the remainder of the private placement first announced on October 23, 2012 (the "Financing"). The Financing consisted of the sale of up to 13,333,333 units (the "Units") at a price of $0.30 per unit for gross proceeds of $4 million. The second tranche closing consisted of the sale of 5,169,666 Units at a price of $0.30 per Unit for gross proceeds of $1,550,900. A first closing of the Financing took place on November 9, 2012, and consisted of the sale of 8,163,999 Units of the Company at a price of $0.30 per Unit for total gross proceeds of $2,449,199. In aggregate between the first and second closing of the Financing, the Company sold 13,333,665 Units for gross proceeds of $4,000,099.

Each Unit comprises one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one common share of the Company for a period of 12 months from closing at an exercise price of $0.60.

The Company paid Canaccord Genuity Corp. ("Canaccord") and certain finders total fees of $104,255 and issued 308,012 brokers' warrants (the "Brokers' Warrants") in connection with the second closing of the Financing. Each Brokers' Warrant is exercisable into one common share of the Company for a period of 12 months from closing at an exercise price of $0.60. In aggregate between the first and second closing of the Financing, the Company paid Canaccord and certain finders total fees of $238,574 and issued 809,312 Brokers' Warrants. Additionally, the Company issued 250,000 Units to Canaccord.

The funds raised from the issuance of the Units will be used to increase the Company's stake in its partially-owned operating subsidiary, Agrisoma Biosciences Inc. ("Agrisoma"), to a majority ownership position in Agrisoma, and for general working capital purposes.

The securities issued will be subject to a standard four month hold period which will expire April 14, 2013.

About Calyx

Calyx Bio-Ventures Inc. trades on the TSX Venture Exchange under the symbol "CYX" and owns a majority position in Agrisoma Biosciences Inc. Agrisoma is a private agricultural biotechnology company that uses a proprietary Engineered Trait Loci (ETL) technology licensed from Calyx to commercialize a suite of industry-leading oil quality and crop improvement traits for use in energy feedstock crops. For further information about Calyx, its technology, collaborations and partnerships, please visit www.calyxbio.com.

ON BEHALF OF THE BOARD

CALYX BIO-VENTURES INC.

W. Hugh Notman, President & CEO

Forward-Looking Statements: This document contains certain forward-looking statements concerning Calyx and/or Agrisoma, as well as other expectations, plans, goals, objectives, information or statements about future events, conditions, results of operations or performance that may constitute "forward-looking statements" or "forward-looking information" under applicable securities legislation. Such statements or information involve substantial known and unknown risks and uncertainties, certain of which are beyond Calyx's and/or Agrisoma's control, including general business, economic, competitive, political and social uncertainties; the delay or failure to receive regulatory approvals, the characteristics and viability for bio-fuel development, the willingness of third parties to conclude agreements with Calyx and/or Agrisoma on terms that are acceptable to management of Calyx and/or Agrisoma, and the ability of Calyx and/or Agrisoma to secure sufficient future funding to carry out all of its business plans.

Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. In addition to other assumptions identified in this news release, assumptions have been made regarding, among other things, commodity prices, operating conditions, capital and other expenditures, and project development activities.

Although Calyx and/or Agrisoma believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Calyx and/or Agrisoma can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Calyx and/or Agrisoma and described in the forward-looking statements or information.

The forward-looking statements or information contained in this news release are made as of the date hereof and Calyx and/or Agrisoma undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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